Last Updated: 25 March 2021
IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CONTINUING. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING OR ACCESSING THIS MATTR DEVELOPER TOOL, YOU AGREE TO BE BOUND BY THIS LICENCE AGREEMENT. IF YOU DO NOT ACCEPT THIS LICENCE AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, COPY, OR OTHERWISE USE OR ACCESS THIS TOOL.
This End User Licence Agreement (EULA) is an agreement between MATTR Limited (we, us, or our) and you or the entity you represent (you or your).
This EULA sets out the terms and conditions governing the downloading, installation, copying, use of and access to (use) the MATTR Mobile Wallet Developer Tool (Tool) on any devices with which the Tool is compatible (Mobile Device). Any reference in this EULA to the Tool must be read as including a reference to data, information and content made available through the Tool.
This EULA takes effect when you click an “I Accept” button or tick box presented with these terms or when you otherwise use the Tool.
- SCOPE OF LICENCE
Subject to clause 3:
- MATTR grants you the revocable, non-exclusive, non-transferrable right to use the Tool on any Mobile Device that you own and control. You must not use the Tool on any other device, and you must not distribute to Tool or make the Tool available to any third party, or make the Tool available over a network where it could be used by multiple devices at the same time. Unless otherwise specified by MATTR, the terms of this EULA govern all versions of the Tool, including any upgrades or updates provided or otherwise made available by MATTR.
- You must not copy, reverse-engineer, decompile, disassemble, attempt to derive the source code of, modify, or create derivative works of the Tool, any updates, or any part of the Tool (except to the extent that any such restriction is prohibited by applicable law or, in the case of copying, to the extent required to use the Tool in accordance with the licence granted under this clause 2).
- OPEN SOURCE SOFTWARE
The Tool may include open source software that is subject to one or more open source licence (Open Source Software). Any such Open Source Software is licensed under its applicable licence terms, and is not subject to the terms and conditions of this EULA unless otherwise specified. For a full list of Open Source Software used in the Tool, including third-party notices containing credits or attributions where required for the use or redistribution of such Open Source Software, please visit https://learn.mattr.global/licenses-mobile.
Even where Open Source Software is governed by other licence terms, the limitations of liability set out in clause 7 will continue to apply as between you and MATTR, except to the extent that any such limitations are prohibited by applicable law.
- USE OF DATA
MATTR may collect, use, disclose and otherwise deal with technical data and related information, including technical information about your Mobile Device, system and application software, and peripherals, that is gathered to facilitate the provision of software updates, product support, and other services related to the Tool. MATTR may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.
- INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in and to the Tool, including copyright, are owned by MATTR or its licensors or assignees. Other than as expressly provided in this EULA, nothing in this EULA operates to transfer or assign ownership of intellectual property rights, or confers on you any right, title or interest in or to any of MATTR’s intellectual property rights or to any third party intellectual property rights.
- NO WARRANTY
The Tool is provided for testing and evaluation purposes only. Use of the Tool is solely at your risk. The Tool is provided strictly on an “as is” and “as available” basis with no express or implied warranty or representation of any kind. MATTR does not represent or warrant:
- the accuracy, merchantability, non-infringement, or fitness of the Tool for any particular purpose;
- the accuracy or completeness of any data, information, content, text, graphics, links or other items contained in or made available through the Tool or through any platforms, including third party platforms, we use to communicate with you in relation to the Tool;
- that the Tool will be updated or supported by MATTR at any particular frequency or any particular period of time, or that the Tool will support the creation and maintenance of backups;
- that use of the Tool will be uninterrupted or error-free; or
- that the Tool will be free of viruses, worms, denial of service attacks, or other harmful components or codes.
In some places, like New Zealand and Australia, there may be non-excludable warranties, guarantees or other rights provided by law. They still apply – this EULA does not exclude, restrict or modify them. Clause 7 sets out our liability in relation to such non-excludable consumer guarantees.
- LIMITATION OF LIABILITY
To the maximum extent permitted by law, MATTR will not be liable for any direct or indirect liability, loss, damage, cost or expense (including loss of profits, loss of revenue, business interruption, loss of savings, loss of information or data, or any indirect, special, incidental or consequential loss of any kind) arising out of or in connection with your access and use of (or inability to access and use) the Tool, whether in contract, tort (including negligence), equity, breach of statutory duty or otherwise, even if MATTR has been advised of the possibility of such damages.
MATTR will provide you with a refund of any fees paid for the Tool where required under the terms of the store from which you download and install the Tool onto your Mobile Device. Where applicable, any such refund is MATTR’s sole and exclusive liability to you for any liability, loss, damages, costs and expenses (other than for any liability, loss, damage, costs and expenses that cannot be limited at law). The refund of fees in any other circumstances is at MATTR’s sole discretion.
If the limitation of liability is held to be invalid in whole or in part, then unless the following paragraph applies, MATTR’s total liability to you for any such liability, loss, damages, costs and expense (other than for any liability, loss, damages, costs and expenses that cannot be limited at law) must not exceed NZD$50.00.
Nothing in this EULA affects any non-excludable warranties, guarantees or other rights provided by law as described in clause 6. Our liability for breach of such non-excludable consumer guarantee is limited, at our option, to re-performing the relevant service (unless the non-excludable consumer guarantee says otherwise).
- THIRD PARTY MATERIALS AND TERMS
This clause 8 is not to be read as limiting any other provision of this EULA.
The Tool may display, or make available certain third party content (Third Party Materials). You use the Third Party Materials at your own risk. MATTR is not responsible for examining or evaluating the content or accuracy of any Third Party Materials, and will not be liable in relation to any Third Party Materials. You must not use the Third Party Materials in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of MATTR or any third party.
You are solely responsible for complying with the terms of any applicable third party agreement or licence terms that apply in connection with such Third Party Materials.
This EULA is effective until terminated by you or MATTR. Your rights under this EULA will terminate automatically if you fail to comply with any of its terms. If your rights are terminated, you must immediately cease to use the Tool and delete all copies of the Tool in your possession.
You may only terminate this EULA by ceasing to use the Tool and deleting all copies of the Tool in your possession.
Termination of this EULA is without prejudice to the rights and obligations accrued up to and including the date of termination and either you or we may take action against the other under this EULA in respect of a breach of the EULA arising before the effective date of termination.
- GOVERNING LAW
This EULA and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand to deal with any dispute, litigation or other matter relating to this EULA or the Tool.
You must not object to the transfer of any proceedings to New Zealand courts on any basis, including inconvenience. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
If, at any time, any provision of this EULA is or becomes illegal, invalid or unenforceable to any extent, then that provision will be read down so that it becomes legal, valid or enforceable, or if that is not possible, then that provision will be deleted. The other terms of this EULA will continue to apply with full force and effect.
Any reference in this EULA to “including” and similar expressions are not used as, nor are they intended to be, interpreted as words of limitation.
- APPLE TOOL
Where you use the Tool on an Apple Mobile Device, you acknowledge that:
- this EULA is between MATTR and you, and not Apple;
- Apple has no responsibility or liability in respect of any matter relating to the Tool, including your use or possession of the Tool or the provision of maintenance or support services relating to the Tool;
- MATTR, and not Apple, is responsible for addressing any claims relating to the Tool or your possession or use of the Tool, including:
- product liability claims;
- any claim that the Tool fails to conform to any applicable legal or regulatory requirement; and
- claims arising under consumer protection, privacy or similar legislation;
- if the Tool fails to conform to any applicable warranty, you may notify Apple, and Apple’s sole liability will be to refund to you any purchase price for the Tool. Apple will have no other warranty obligation whatsoever with respect to the Tool, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty not expressly excluded under this EULA will be MATTR’s sole responsibility; and
- in the event of any third party claim that the Tool, or your possession and use of the Tool, infringes that third party’s intellectual property rights, MATTR (and not Apple) will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
MATTR and you agree that Apple, and any Apple subsidiary, are third party beneficiaries of the EULA and that Apple has the right to enforce the EULA against you as a third party beneficiary. Otherwise, this EULA does not create any third-party beneficiary rights in any individual or entity that is not a party to this EULA.
You represent and warrant that you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a terrorist supporting country, and you are not listed on any US Government list of prohibited or restricted parties.
If you have any questions, complaints or claims relating to the Tool, please contact:
12 Madden Street
E-mail address: email@example.com